CWABS INC
10-K, 1997-03-28
ASSET-BACKED SECURITIES
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                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                                             
                                 ----------

                                  FORM 10-K

(Mark One)

    (X) ANNUAL  REPORT PURSUANT  TO SECTION  13 OR  15(d)  OF THE  SECURITIES
        EXCHANGE ACT OF 1934

    For the fiscal year ended:   December 31, 1996
                                  --------------

                                      OR

    ( ) TRANSITION REPORT PURSUANT  TO SECTION 13 OR 15(d) OF  THE SECURITIES
        EXCHANGE ACT OF 1934

    For the transition period from               to               
                                    ----------       ----------


                      Commission file number:  333-11095
                                               ----------


                                 CWABS, Inc.
     Revolving Home Equity Loan Asset Backed Certificates, Series 1996-A
     --------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


              Delaware                            95-4596514
- ---------------------------------     --------------------------------
(State or other jurisdiction of       (IRS Employer Identification Number)
incorporation or organization)

 c/o The First National Bank of Chicago
     Corporate Trust Service Division
     Mail Suite 0128
     Chicago, Illinois                                    60602
- ----------------------------------------      --------------------------------
(Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code:   (312) 407-1902
                                                      --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ---

Securities registered pursuant to Section 12(g) of the Act:  None
                                                             ---

Indicate  by check  mark  whether the  Registrant (1)  has filed  all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the  preceding 12  months (or  for such shorter  period that  the
Registrant was required  to file such reports),  and (2) has been  subject to
such filing requirements for the past 90 days.  Yes   X      No  
                                                     ----        ------


Indicate  by check mark if  disclosure of delinquent  filers pursuant to item
405 of Regulation S-K is  not contained herein, and will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part  III of this Form 10-K or any  amendment to
this Form 10-K.  ( )

State the aggregate market value  of the voting stock held  by non-affiliates
of the Registrant:  Not applicable
                    --------------

State the number of  shares of common stock of the  Registrant outstanding as
of December 31, 1996:  Not applicable
                       --------------





                     DOCUMENTS INCORPORATED BY REFERENCE

                                NOT APPLICABLE


                      *                *               *


    This Annual Report on Form  10-K (the "Report") is filed with  respect to
the trust fund which issued the CWABS, Inc., Revolving Home Equity Loan Asset
Backed Certificates, Series 1996-A (the  "Trust Fund") formed pursuant to the
pooling and servicing  agreement dated as of  October 31, 1996 (the  "Pooling
and Servicing  Agreement") among CWABS,  Inc., as depositor  (the "Company"),
Countrywide  Home Loans,  Inc., as  seller and  master servicer  (the "Master
Servicer"), and The  Bank of New  York, as trustee  (the "Trustee"), for  the
issuance  of  the  CWABS,  Inc.,  Revolving Home  Equity  Loan  Asset  Backed
Certificates,  Series  1996-A  (the  "Certificates").    Certain  information
otherwise required to be included in this  Report by the Instructions to Form
10-K has been omitted  in reliance on the relief granted by the Commission to
other companies in similar circumstances (the "Relief Letters").




                                    PART I


ITEM 1. BUSINESS

        Not applicable in reliance on the Relief Letters.

ITEM 2. PROPERTIES

        Not applicable in reliance on the Relief Letters.

ITEM 3. LEGAL PROCEEDINGS

        There were  no  material pending  legal proceedings  relating to  the
        Trust  Fund to which  any of the Trust  Fund, the Trustee, the Master
        Servicer  or  the Company  was  a  party or  of  which  any of  their
        respective properties was the subject during the  fiscal year covered
        by this  Report, nor  is the  Company aware of  any such  proceedings
        contemplated by governmental authorities.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No  matter was  submitted to  a vote  of  Certificateholders, and  no
        Certificateholder  consent  was  solicited  during  the  fiscal  year
        covered by this Report.







                                   PART II


ITEM 5. MARKET   FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
        MATTERS

        (a)  There   is  no   established  public   trading  market   for  the
             Certificates.

        (b)  At  December 31, 1996,  there were two  holders of  record of the
             Certificates.

        (c)  Not   applicable.      (Information   as   to  distributions   to
             Certificateholders   is  provided  in  the  Registrant's  monthly
             filings on Form 8-K.)

ITEM 6. SELECTED FINANCIAL DATA

        Not applicable in reliance on the Relief Letters.

ITEM 7. MANAGEMENT'S  DISCUSSION  AND ANALYSIS  OF  FINANCIAL  CONDITION  AND
        RESULTS OF OPERATIONS

        Not applicable in reliance on the Relief Letters.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Not applicable in reliance on the Relief Letters.

ITEM 9. CHANGES  IN  AND DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
        FINANCIAL DISCLOSURE

        None.




                                   PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           Not applicable in reliance on the Relief Letters.

ITEM 11.   EXECUTIVE COMPENSATION

           Not applicable.  See the Relief Letter.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           (a)  Not applicable in reliance on the Relief Letters.

           (b)  Not applicable in reliance on the Relief Letters.

           (c)  Not applicable in reliance on the Relief Letters.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           (a)  Not applicable in reliance on the Relief Letters.




                                   PART IV


ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        (a)  (1) Pursuant to the Pooling and Servicing Agreement, the  Master
                 Servicer  is required to deliver  an annual statement  as to
                 compliance with the provisions of the Pooling and  Servicing
                 Agreement and  certain other matters  (the "Annual Statement
                 of  the Master  Servicer").    The Master  Servicer  is also
                 required to cause  a firm of independent  public accountants
                 to deliver  an  annual  report  as  to compliance  with  the
                 servicing provisions of the Pooling and  Servicing Agreement
                 (the  "Annual Report  of the  Firm  of  Accountants").   The
                 Annual  Statement  of  the  Master Servicer  is  included as
                 Exhibit 99.1 to this Report.  The Annual Report of  the Firm
                 of Accountants  is required to  be delivered  not later than
                 120 days after the end of the Master Servicer's fiscal year.
                 The Registrant hereby  undertakes to file the  Annual Report
                 of the Firm of Accountants as an Exhibit to a 
                 Form 10-K/A amending this Form 10-K promptly following 
                 the date on which such report becomes available.

             (2) Not applicable.

             (3) The required exhibits are as follows:

                 Exhibit  3(i):  Copy  of   Company's  Certificate  of
                 Incorporation  (Filed  as  an  Exhibit  to  Registration
                 Statement on Form S-3 (File No. 333-11095)).

                 Exhibit 3(ii):  Copy of  Company's By-laws (Filed as  an
                 Exhibit  to Registration Statement on Form S-3 (File No.
                 333-11095)).

                 Exhibit  4:  Pooling  and Servicing Agreement  (Filed as
                 part  of the  Registrant's  Current Report  on Form  8-K
                 dated November 14, 1996).

                 Exhibit 99.1:  Annual Statement of the Master Servicer.

        (b)  Current  Reports on  Form  8-K  filed during  the quarter  ending
             December 31, 1996:

             Date                     Items Reported
             ----                     ---------------

             December 26, 1996        Certificateholders Report

        (c)  See subparagraph (a)(3) above.

        (d)  Not applicable.  See the Relief Letter.

    SUPPLEMENTAL INFORMATION TO BE  FURNISHED WITH REPORTS FILED PURSUANT  TO
SECTION  15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

    No  such  annual  report,  proxy  statement,   form  of  proxy  or  other
soliciting  material has  been sent  to Certificateholders.   See  the Relief
Letter.




                                  SIGNATURES

    Pursuant to  the requirements  of Section 13  or 15(d) of  the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                     CWABS,  INC.,  REVOLVING HOME  EQUITY LOAN  ASSET 
                     BACKED CERTIFICATES, SERIES 1996-A

                     By:  The First National Bank of Chicago,
                          as Trustee*


                     By: /s/ Barbara Grosse                   
                         -------------------------------------
                         Name:  Barbara Grosse
                         Title: 

                     Date:  March 26, 1997





                         
- --------------------

*   This Report is  being filed by the  Trustee on behalf of the  Trust Fund.
    The Trust Fund does not have any officers or directors.










                                EXHIBIT INDEX


                                                                   Sequential
Exhibit       Document                                            Page Number
- -------       --------                                            -----------

3(i)         Company's Certificate of  Incorporation (Filed as an
             Exhibit to Registration Statement  on Form S-3 (File
             No. 333-11095))  . . . . . . . . . . . . . . . . . . . . . . . *

3(ii)        Company's   By-laws   (Filed   as   an  Exhibit   to
             Registration  Statement on Form  S-3 (File  No. 333-
             11095))  . . . . . . . . . . . . . . . . . . . . . . . . . . . *

4            Pooling  and  Servicing  Agreement (Filed  as  part  of  the
             Company's Current Report on Form 8-K dated November 1, 1996)  . *

99.1         Annual Statement of the Master Servicer  . . . . . . . . . . .  9






                     
- --------------------
*   Incorporated herein by reference.








                                 EXHIBIT 99.1

                         COUNTRYWIDE HOME LOANS, INC.


                            OFFICERS' CERTIFICATE
                   ANNUAL STATEMENT OF THE MASTER SERVICER



                                 CWABS, INC.
                         REVOLVING HOME EQUITY LOAN 
                   ASSET BACKED CERTIFICATES, SERIES 1996-A


    The  undersigned  do hereby  certify  that they  are  each an  officer of
Countrywide Home  Loans, Inc. (the  "Master Servicer") and do  hereby further
certify pursuant to  Section 3.09 of the Pooling and  Servicing Agreement for
the above-captioned Series (the "Agreement") that:

    (i)    A review of the activities of the Master Servicer during the
           preceding fiscal year and of the performance of the Master 
           Servicer under the Agreement has been made under our supervision;
           and

    (ii)   To the best  of our knowledge,  based on such review,  the Master
           Servicer has  fulfilled all its  obligations under  the Agreement
           throughout such year.



/s/ Kevin W. Bartlett                 Dated:March 26, 1997      
- --------------------                        ----------------
KEVIN W. BARTLETT
MANAGING DIRECTOR, 
  SECONDARY MARKETING


/s/ David M. Walker                   Dated:March 26, 1997       
- ---------------------                       -----------------
DAVID M. WALKER
EXECUTIVE VICE PRESIDENT






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